ICF International (ICFI) CEO awarded RSUs and settles taxes in shares

Rhea-AI Filing Summary

ICF International, Inc. CEO & President John Wasson reported a mix of equity award activity and related tax withholding. He received a grant of 36,443 restricted stock units (RSUs), each equivalent to one common share, under the company’s 2018 Omnibus Incentive Plan, vesting 25% on each of the first two anniversaries and 50% on the third.

On the same date, 18,367 previously granted RSUs vested and were exercised into common stock through three transactions of 3,379, 7,312, and 7,676 units. To satisfy tax obligations, a total of 8,284 common shares were withheld at $65.89 per share across three dispositions, rather than sold on the open market. After these transactions, Wasson directly holds 21,303 common shares and continues to hold additional shares indirectly through his spouse and various personal trusts.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wasson John

(Last) (First) (Middle)

1902 RESTON METRO PLAZA

(Street)

RESTON VIRGINIA 20190

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ICF International, Inc. [ ICFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	03/20/2026		M		7,676	A	$0(1)	18,896	D
Common	03/20/2026		M		7,312	A	$0(1)	26,208	D
Common	03/20/2026		M		3,379	A	$0(1)	29,587	D
Common	03/20/2026		F		1,524	D	$65.89	28,063	D
Common	03/20/2026		F		3,298	D	$65.89	24,765	D
Common	03/20/2026		F		3,462	D	$65.89	21,303	D
Common								716	I	By Spouse
Common								12,739	I	John M. Wasson Remainder Trust 2022
Common								39,922	I	John M. Wasson Rev. Trust
Common								39,212	I	JW 26 GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	03/20/2026		A		36,443		(3)	(3)	Common	36,443	$0.0000	83,501	D
Restricted Stock Units	(1)	03/20/2026		M			3,379	(4)	(4)	Common	3,379	(1)	80,122	D
Restricted Stock Units	(1)	03/20/2026		M			7,312	(5)	(5)	Common	7,312	(1)	72,810	D
Restricted Stock Units	(1)	03/20/2026		M			7,676	(6)	(6)	Common	7,676	(1)	65,134	D

Explanation of Responses:

1. The exercise price for the restricted stock unit exercise was $65.89.

2. Each restricted stock unit is the economic equivalent of one share of ICF International, Inc.'s Common Stock.

3. These acquired restricted stock units were granted pursuant to ICF International, Inc.'s 2018 Omnibus Incentive Plan, as amended. These restricted stock units vest over a period of three (3) years, at 25% on each of the first two anniversaries of the grant and 50% on the third anniversary from the day of grant.

4. Represents the second vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.

5. Represents the first vesting anniversary (25%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.

6. Represents the third vesting anniversary (50%) of acquired restricted stock units granted pursuant to the 2018 Omnibus Incentive Plan, as amended.

	/s/ James E. Daniel, Attorney-in-fact	03/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did ICF International (ICFI) CEO John Wasson receive?

John Wasson received a grant of 36,443 restricted stock units (RSUs). These RSUs were granted under ICF International’s 2018 Omnibus Incentive Plan and vest over three years: 25% on each of the first two anniversaries and 50% on the third anniversary.

How many ICF International (ICFI) restricted stock units vested and were exercised?

A total of 18,367 restricted stock units vested and were exercised into common stock. The vesting occurred in three tranches of 3,379, 7,312, and 7,676 RSUs, all on the same date, converting previously awarded units into ICF International common shares.

Were any of John Wasson’s ICFI share dispositions open-market sales?

The reported dispositions were tax-withholding events, not open-market sales. A total of 8,284 common shares were withheld at $65.89 per share to cover tax liabilities associated with RSU vesting and exercises, consistent with non-market tax payment mechanisms.

What are John Wasson’s direct ICF International (ICFI) common share holdings after these transactions?

Following the reported transactions, John Wasson directly owns 21,303 common shares. This direct holding figure reflects the net result after RSU vesting, exercises, and tax-withholding share dispositions reported for the same transaction date.

Does John Wasson hold ICFI shares indirectly through family or trusts?

Yes, John Wasson also holds ICF International shares indirectly. Indirect holdings are reported through his spouse and several personal trusts, including a remainder trust, a revocable trust, and a GRAT, each with separately disclosed common share balances.

What is the vesting schedule for the new ICFI RSU grant to John Wasson?

The 36,443 newly granted RSUs vest over three years. Under the 2018 Omnibus Incentive Plan, 25% vests on each of the first two anniversaries of the grant date, and the remaining 50% vests on the third anniversary of the grant.